SECTIONS TITLE --------- ------------------------------------------------------ ------------------------------------------- I PURPOSE AND SCOPE................ ................................................................ 2 II DEFINITIO...

EXHIBIT 10.8

AGENT REPORTING AGREEMENT

TABLE OF CONTENTS

SECTIONS TITLE
--------- -------------------------------------------------------------------------------------------------

I PURPOSE AND SCOPE................................................................................ 2
II DEFINITIONS...................................................................................... 3
III LOCATIONS COVERED BY THIS AGREEMENT.............................................................. 5
IV QUALIFICATIONS FOR RETENTION ON THE AGENCY LIST.................................................. 5
V APPOINTMENT OF AGENT BY CARRIER.................................................................. 9
VI CHANGE OF NAME OR LOCATION....................................................................... 9
VII AGENT'S AUTHORITY, GENERAL RIGHTS AND OBLIGATIONS................................................ 10
VIII REPORTS AND SETTLEMENTS, DEFAULTS AND OTHER FINANCIAL IRREGULARITIES UNDER ASP................... 11
IX ADDITIONAL OPERATING REQUIREMENTS................................................................ 20
X REFUND OR EXCHANGE OF ARC TRAFFIC DOCUMENTS...................................................... 22
XI LIABILITY AND WAIVER OF CLAIM.................................................................... 22
XII DELIVERY AND WITHDRAWAL OF TRAFFIC DOCUMENTS AND IDENTIFICATION PLATES........................... 23
XIII CUSTODY AND SECURITY OF TRAFFIC DOCUMENTS AND IDENTIFICATION PLATES.............................. 24
XIV INSPECTION AND RETENTION OF AGENT RECORDS........................................................ 24
XV REVIEWS OF QUALIFICATIONS OF AND BREACHES BY AGENT............................................... 25
XVI ANNUAL AND APPLICATION FEES...................................................................... 27
XVII SPECIAL LOCATION EXEMPTIONS...................................................................... 27
XVIII NOTICES.......................................................................................... 29
XIX CENTRAL COLLECTION SERVICE....................................................................... 29
XX TRANSFER OR ASSIGNMENT OF AGREEMENT, DEATHS AFFECTING OWNERSHIP, ABANDONMENT OF AUTHORIZED AGENCY
LOCATION, TEMPORARY CLOSURE...................................................................... 29
XXI REDUCED RATE TRANSPORTATION FOR AGENT............................................................ 32
XXII REMUNERATION OF AGENTS........................................................................... 32
XXIII TRAVEL AGENT ARBITER............................................................................. 32
XXIV INTERPRETIVE OPINION............................................................................. 33
XXV MEMORANDUM OF AGREEMENT.......................................................................... 33
XXVI AMENDMENT OF THIS AGREEMENT...................................................................... 33
XXVII ASSURANCE OF NONDISCRIMINATION................................................................... 33
XXVIII EFFECTIVENESS.................................................................................... 33
XXIX TERMINATION...................................................................................... 33
XXX OTHER AGREEMENTS SUPERSEDED...................................................................... 34
XXXI CHOICE OF LAW.................................................................................... 34

AGENT REPORTING AGREEMENT

This agreement by and between Airlines Reporting Corporation (hereinafter
"ARC"), 0000 Xxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000-0000, on its own
behalf and on behalf of the carriers which have or hereafter execute the ARC
Carrier Services Agreement (hereinafter "carrier" or "carriers") and which
appoint the Agent under this agreement,

and

the person who executes the memorandum of agreement, or otherwise concurs in the
adoption of this agreement, as described in section XXV hereof, agreeing to be
bound to the terms and conditions of this agreement (hereinafter called "the
Agent" ),

WITNESSETH:

WHEREAS, ARC maintains an agency list containing the names of persons who have
been found to meet certain minimum requirements and qualifications, and are
eligible to issue ARC traffic documents and to sell air transportation or
provide for ancillary services on carriers which appoint them;

WHEREAS, carriers which are parties to the ARC Carrier Services Agreement may
appoint and provide their airline identification plates to such persons for the
sale of air transportation and the issuance of ARC traffic documents on their
behalf;

WHEREAS, ARC administers and operates the agents' standard ticket and area
settlement plan (hereinafter "ASP" or "the Plan") through which persons included
on the ARC agency list report ARC traffic documents for the sale of air
transportation and ancillary services on behalf of the carriers, and make
settlement therefore;

WHEREAS, the Agent engages in the sale of air transportation to the public as
agent for and on behalf of the carriers and, upon application duly submitted,
the agent has been found qualified for inclusion on the ARC agency list;

WHEREAS, the Agent will utilize the plan to report ARC traffic documents issued
for the sales of air transportation and ancillary services on behalf of the
carriers appointing such Agent, and make settlement therefore;

NOW, THEREFORE, in consideration of these premises and the mutual covenants and
agreements hereinafter set forth, it is mutually agreed as follows:

SECTION I: PURPOSE AND SCOPE

A. The purpose of this agreement is to facilitate the issuance of ARC traffic
documents to the public by agents of carriers in a competitive and efficient
manner.

B. This agreement establishes a principal-agent relationship between the Agent
and appointing carriers, and governs the terms and conditions under which
the Agent is authorized to issue ARC traffic documents at or through its
authorized agency locations in the United States, and does not extend to the
terms and conditions under which the Agent is authorized to issue tickets
and other forms that the carrier may provide to the Agent.

C. This agreement does not constitute the entire agreement between the Agent
and a carrier, but is specifically limited to the terms and conditions
contained herein.

D. Certain sections of this agreement are labeled so as to distinguish between
those provisions which apply only to authorized locations which submit their
sales reports via Interactive Sales Reporting (ISR locations) and those
provisions which apply only to authorized locations which submit their sales
reports via paper reports (non-lSR locations). In such sections, those
provisions preceded directly by the heading "lSR Locations" shall apply only
to ISR locations, and those preceded directly by the

heading "Postal Locations" shall apply only to non-lSR locations. All other
provisions of this agreement, where this distinction is not drawn, shall
apply equally to both ISR and non-lSR locations. Because a single "Agent"
may have both ISR and non-lSR locations, in such a case both sets of
provisions shall apply to the same Agent, the "Postal Location" provisions
setting forth the Agent's requirements regarding its non-lSR locations, and
the "ISR Location" provisions determining the Agent's obligations for its
ISR locations.

SECTION II: DEFINITIONS

For the purpose of this agreement--

AGENCY LIST and LIST mean the agency list maintained by ARC, which includes the
name, address and agency code number for each authorized agency location which
has been found qualified under ARC standards, and contains the classification
under which the location was included.

AGREEMENT means the ARC Agent Reporting Agreement.

AGENT IDENTIFICATION PLATE means a plate bearing the Agent's name, city, state,
and code number, which is used in a validator machine for the validation of ARC
traffic documents (paper format).

AIRLINE IDENTIFICATION PLATE means a plate bearing the carrier's name or
authorized abbreviation, and code number, and is used in a validator machine for
the validation of ARC traffic documents (paper format).

ARBITER means the Travel Agent Arbiter established by ARC as an independent
entity (including all Associate Travel Agent Arbiters) to decide disputes
between ARC and agents and applicants.

ARC LINK means the electronic communications link between ARC and the Agent via
the Agent's system provider or via any other means ARC may authorize.

ARC TRAFFIC DOCUMENTS means agents' standard tickets, miscellaneous charges
orders, tour orders, and all other accountable forms and documents' both manual
and automated, which ARC provides to agents in paper format for issuance to
their clients, and which bear ARC-issued numbers, as well as electronic versions
thereof. Both formats, paper and electronic, are assumed throughout this
agreement; if only one format is applicable, such shall be noted. The term does
not include carriers' own ticket stock. which includes tickets, miscellaneous
charges orders, tour orders, and other accountable forms and documents of the
carriers, or electronic versions thereof.

ARC TRAFFIC DOCUMENTS (PAPER FORMAT) include both manual and automated
(transitional automated tickets and Automated Ticket and Boarding Pass forms)
ARC traffic documents.

ARC TRAFFIC DOCUMENTS (ELECTRONIC FORMAT) mean any ARC traffic documents other
than ARC traffic documents (paper format).

AREA BANK means a bank or a processing center designated to receive and process
sales reports and remittances from authorized agency locations.

AUTHORIZED AGENCY LOCATION means a place of business operated by an agent which
is included on the agency list, and includes the home office location and any
branch office location of the Agent.

CHECK; means the check, draft, or debit entry that an area bank draws or
initiates on the Agent's account designated pursuant to section VII.B of this
agreement, to charge the amount owed by such agent under section VIII hereof.
The various terms for describing the charge are used interchangeably in this
agreement.

CONTROL means the power or authority to manage, direct, superintend, restrict,
regulate, govern, administer, or oversee; and the term embraces every form of
control, actual or legal; direct or indirect; negative or affirmative;
individual, joint, several, or family, without regard to the type or number of

intervening or supervening persons involved. Two persons are under "common
control" when both are controlled by the same person or persons.

CREDIT MEMO means any written or electronically transmitted authorization from a
carrier to an agent authorizing the deduction by the agent of a specified dollar
amount from the agent's sales report.

CREDIT REQUEST MEMO means any written request from an agent to a carrier
demanding payment of any obligation arising under the agreement, and includes
any form of credit request authorized by the carrier, including the Agent Sales
Summary Adjustment Request, Form 1282.

DEBIT MEMO means any written or electronically transmitted request from a
carrier to an agent for payment of any obligation arising under this agreement.

ELECTRONIC ISSUANCE of ARC traffic documents must include, but is not limited
to, the process by which an ARC issued number is assigned to the ARC traffic
document.

IMPROPERLY REPORTED SALE MEANS THE AGENT'S SALE OF CARRIER TRANSPORTATION AND/OR
ANCILLARY SERVICES USING AN ARC FRAME DOCUMENT OR DOCUMENTS, WHICH, ALTHOUGH
REPORTED IN THE AGENT'S SALES REPORT, (A) CONTAINS FALSE OR INACCURATE DATA
(INCLUDING, BUT NOT LIMITED TO, FALSE OR INACCURATE CREDIT CARD NUMBERS, AND/OR
FORM OF PAYMENT); OR (B) IS UNAUTHORIZEDLY OR WRONGFULLY SUBMITTED FOR REFUND,
REISSUANCE, OR EXCHANGE.

INDUSTRY AGENTS' HANDBOOK or HANDBOOK means a handbook containing various rules,
regulations, and instructions of ARC covering an agent's responsibilities and
activities under the agreement, which is maintained by ARC, and updated from
time to time, and provided to all agents on a current and continuing basis.

INTERACTIVE SALES REPORTING or ISR means an optional, alternative means by which
the Agent may submit, for some or all of its authorized agency locations, the
sales information required of it hereunder, thereby fulfilling its reporting
obligations to ARC and the carriers via electronic submission, rather than
exclusively via the submission of paper documents.

ISR LOCATION means an authorized agency location which has been approved for
participation in ISR, and for which the Agent is required to submit sales
reports electronically via ISR.

PERSON includes an individual, corporation, partnership, association, company,
or firm.

POSTAL LOCATION means an authorized agency location for which the Agent is
required to mail its weekly sales reports on paper, rather than submit them
electronically via ISR.

SYSTEM PROVIDER means a person, company, or other legal entity which operates a
computerized reservations system which supplies data and/or other products
and/or services required for the imprinting of ARC traffic documents in paper
format, and/or for the issuance of ARC traffic documents in electronic format,
and/or for the submission of data via Interactive Sales Reporting (ISR), by
ARC-approved agents, and which has entered into an agreement or agreements with
ARC and with the carrier(s) regarding the above described data, products, and/or
services.

THE TRAVEL AGENT ARBITER PROGRAM, INC. is a corporation chartered in the
District of Columbia whose purpose is to oversee the Travel Agent Arbiter and
other specified programs.

UNREPORTED SALE MEANS THE AGENT'S SALE OF CARRIER TRANSPORTATION AND/OR
ANCILLARY SERVICES USING AN ARC TRAFFIC DOCUMENT OR DOCUMENTS, WHICH SALE HAS
NOT BEEN INCLUDED BY THE AGENT IN THE SALES REPORT AS REQUIRED BY THIS
AGREEMENT.

UNITED STATES includes only the fifty states and the District of Columbia.

VARIABLE REMITTANCE PLAN means an arrangement negotiated between an individual
carrier and an agent, concerning the agent's authorized postal locations, under
which the agent settles ARC traffic

documents with ARC on a schedule other than the tenth day after the close of the
sales period, or settles directly with an individual carrier. There are four
variable remittance plan options, including Direct Form of Payment (DP), Direct
Form of Payment with Invoice (DI)' Variable Payment with Consolidated Check (PC)
and Variable Payment with Individual Check (PI).

WEEKLY SALES REPORT or SALES REPORT means the required weekly sales report as
described herein, whether in electronic (ISR) format or paper (postal) format.

SECTION III: LOCATIONS COVERED BY THIS AGREEMENT

A. The Agent may exercise the authority granted herein, only at such places of
business operated by the Agent as are included on the ARC agency list.

B. This agreement covers the home office and all branch locations of the Agent,
including any which may be added to the ARC agency list after the date of
execution hereof.

C. No branch location shall be included on the agency list unless the corporate
structure or ownership of the home office and the branch is absolute and all
inclusive as a single entity, and the home office has full legal and
financial responsibility for the administration, staff, liability,
maintenance, and operational expense of the branch location.

D. If the Agent wishes to have a place of business included on the agency list
as a branch location under the terms of this agreement, it shall submit an
application to ARC in accordance with the procedures ARC shall prescribe for
submitting and processing such applications. ARC shall not approve any
application for a branch location unless, among other things, the Agent is
properly bonded in the amount and form required by section IV.A. I of this
agreement.

SECTION IV: QUALIFICATIONS FOR RETENTION ON THE AGENCY LIST

To be retained on the agency list, the Agent must continue to meet the following
criteria:

A. FINANCIAL REQUIREMENTS

1.a. The Agent shall, without expense to ARC or any carrier. procure and
maintain for the joint and several benefit of the carriers and ARC, a bond
issued by a surety included on the current revision of Circular 570 issued
by the United States Treasury Department, entitled "Surety Companies
Acceptable on Federal Bonds." The bond shall be in the form prescribed from
time to time by ARC and shall be in the amount prescribed below. Subject to
the minimum and maximum amounts stated below. the amount of the bond shall
be equal to at least the average monthly net cash remittance as determined
for the twelve-month period ending on the last sales period ending date of
the month prior to the anniversary date of the Agent's bond. If the
Agent was approved by ARC within the preceding 12 months, the amount of the
bond shall be equal to at least the average monthly net cash remittance of
the preceding months ending on the last sales period ending date of the
month prior to the anniversary date of the Agent's bond.

(1) The minimum amount of the bond that shall be maintained by each Agent
approved by ARC for inclusion on its agency list shall be $20,000. This
requirement shall remain in force as to each such agent for two years from
the date of such approval; thereafter, the minimum shall be $10,000.

(2) In no event shall the amount of the bond required of an applicant for a
change of ownership as described in sections 1, 111, and IV of attachment G
of this agreement be less than the amount of the bond required of the Agent
prior to the approval of any such ownership change.

(3) The minimum amount of the bond that shall be maintained by each Agent as to
which a change of ownership within the scope of section 11 and section V of
attachment G of this agreement is approved by ARC shall be $20,000. This
requirement shall remain in force as to each such Agent for two years

from the date of such approval, thereafter, the minimum shall be $10,000.
However, in no event shall the amount of the bond required of an applicant
for any change of ownership as described in sections 11 and V of attachment
G of this agreement be less than the amount of the bond required of the
Agent prior to the approval of any such ownership change, or $20,000,
whichever is greater.

(4) The maximum amount of the bond that shall be maintained by each Agent shall
be $70,000.

b. In lieu of the bond required by section IV.A.1.a of this agreement, the
Agent may provide an irrevocable bank letter of credit in the form
prescribed from time to time by ARC. The amount of the letter of credit
shall be determined at all times in the same manner as the amount of the
bond.

c. The Agent's bond or letter of credit shall cover all amounts owed by the
Agent to the carriers and ARC for tickets or other instruments of value
issued on ARC traffic documents which were supplied in trust to the Agent
in paper and electronic format, including, but not limited to: amounts
owed for tickets and other instruments of value which have been used but
not reported or paid for; amounts owed for dishonored drafts or debit
entries; and amounts owed on account of the loss, misapplication, then,
forgery, or unlawful use of ARC traffic documents unless the agent is
otherwise relieved of liability pursuant to the terms of this agreement.

2. Effective on and after May 1, 1987, each agent which has been on ARC's
agency list continuously for two years' and each agent (1) as to which ARC
has approved a change of ownership within the scope of parts II or V of
attachment G to this agreement and (2) which has been on ARC's agency list
continuously for two years, may maintain, in lieu of the bond or letter of
credit prescribed above, a bond or letter of credit in the required form in
the amount of $10.000. This option may not be exercised until the Agent has
submitted, and ARC has approved in writing, a current financial statement
which shall thereafter be updated and submitted annually to ARC for written
approval and shall at all times meet the following requirements:

a. The financial statements of the Agent must: (1) be examined or audited
in accordance with generally accepted auditing standards; and (2) be
prepared in accordance with generally accepted accounting principles; and
(3) contain a report on the examination signed by a person or firm
licensed to practice public accountancy in a state of the U.S. Financial
statements which are merely "reviewed" or "compiled," but not examined or
audited by a firm licensed to practice public accounting, do not meet
these requirements; and

b. Tangible net assets demonstrated by such statements shall be at least
$100,000; and

c. The report on the financial statements must have been prepared within
four months of the close of the period covered by the financial
statements and, together with the relevant forms. mailed to ARC within
thirty (30) days after the date of the report of the public accountant.

d. Where the Agent is not a corporation but involves one or more
individuals, personal financial statements may be accepted if prepared in
accordance with Statement of Position 82-1 as published by the American
Institute of Certified Public Accountants, and meets all other
requirements set forth above.

e. Financial statements meeting all the relevant requirements above may be
accepted on behalf of an incorporated agent from either the parent
organization, if the Agent is its subsidiary, or a stockholder of the
Agent, provided that such parent or stockholder has on file with ARC an
acceptable written guarantee of the Agent's obligations under this
agreement.

3. Any required change in form of the bond, or any required adjustment of the
amount of the Agent's bond or irrevocable bank letter of credit to provide
coverage in excess of the minimum shall be made each time it is renewed,
reinstated, or replaced. If ARC determines that the Agent's bond or
irrevocable bank letter of credit is less than the required amount, ARC will
notify the Agent at least

ninety (90) days in advance of the anniversary date of such instrument. If,
however, the increase required is greater than $10,000, the Agent may
increase the bond or leper of credit in the amount of $10,000 per quarter,
or 25 percent of the total increase required per quarter, whichever is
higher.

Notwithstanding the above concerning the time for adjusting, and the method of
adjusting, the amount of coverage required, ARC will not approve an application
for an additional authorized agency location of an agent unless the agent's bond
or letter of credit is in the form prescribed by ARC and the amount prescribed
by section IV.A. 1 of this agreement.

4. In addition to the other financial requirements of this subsection, the
Agent shall cause to have executed on its behalf a "Personal Guaranty of
Payment and Performance," attachment C of this agreement, if:

a ARC sends the Agent a notice of financial or reporting irregularity
pursuant to section VIII.D.l.a, b, or c;

b. The Agent is subject to the additional operating requirements of section
IX.B;

c. The Agent seeks to appeal ARC's removal of its traffic documents and the
airline identification plates pursuant to section XV.A; or

d. The Agent is required by the Arbiter to do so.

B. PERSONNEL STANDARDS

1. Each authorized agency location of the Agent shall have at least one person
who is a full-time employee of the Agent at the place of business, and is
either the owner, partner, officer, manager, or supervisor who fulfills each
of the following qualifications:

a. Exercises daily supervision of, and responsibility for, the operations
of that agency location and has the authority to make management
decisions therefor;

b. Has at least two years' full-time experience in either (1) selling
general travel services to the public or (2) supervising the operation of
a business offering such services; and

c. Has demonstrated knowledge of the provisions of the Industry Agents'
Handbook.

2. Each authorized agency location of the Agent shall have at least one
full-time* employee of the Agent who has either:

a. had, within the past three years, one year's full-time* experience in
airline ticketing; or

b. Certified ARC Specialist ("CAS") status, having demonstrated knowledge
of the provisions of the Industry Agents' Handbook, including, for
example, Area Settlement Plan ("ASP") processing, ARC traffic document
preparation, refunds and exchanges, ticket security rules and procedures,
and preparation and reconciliation of weekly sales reports, through
successful completion of the Certified ARC Specialist Examination.

*"full-time" means regularly scheduled working hours at an agency location
for a minimum of 35 hours per sales reporting period.

3. Each authorized agency shall notify ARC in writing of any change in
employment status of any of the Agent's CAS qualifier(s). Such notice shall
be sent to ARC within 45 days of the CAS's change in status.

[OFFICIAL COMMENTARY: SECTION IV.B.2.B SHALL BE OPTIONAL FOR ALL AGENTS
EFFECTIVE JANUARY 1, 1998, THROUGH DECEMBER 31, 1998. THE CAS SHALL BE MANDATORY
FOR ALL NEW AGENTS, AS WELL AS NEW BRANCH LOCATIONS (INCLUDING ONSITES), AND
TYPE II AND V OWNERSHIP CHANGES, SEEDLING ARC APPROVAL ON OR AFTER JANUARY 1,
1999.]

C. GENERAL QUALIFICATION REQUIREMENTS

1. The Agent shall be a citizen or national of the United States, or an alien
authorized employment (see 8 C.F.R. Part 274A), or a foreign corporation
authorized to do business in the jurisdiction in which the location is
situated.

2. Each authorized agency location shall be clearly identified as, and held out
to the public to be, an office for the sale of air transportation or
ancillary services on behalf of the air transportation industry.

3. The name of the Agent shall not be the same as, or misleadingly similar to,
a carrier, and not be identified as an airline office.

4. Each authorized agency location shall be open and freely accessible to the
public.

5. The office, department, or space which the Agent purports to be the
authorized agency location is engaged primarily in the retail sale of
passenger transportation.

D. OTHER REQUIREMENTS

1. The Agent is ineligible for retention on the agency list where investigation
reveals that:

a. There was a material misrepresentation or inaccuracy in any application
of the Agent for inclusion on the agency list. or for changes to its
status or listing thereon, or in any attachments thereto;

b. Any person who is involved in the day-to-day operations of the agency
and has access to monies from the sale of traffic documents, is not a
citizen, or national of the U.S., or an alien authorized employment in
the U.S.; or

c. The Agent's authorized agency location* does not have the requisite
licenses** of the jurisdiction in which located.

*For purposes of this section only, authorized agency location is limited to
all Independent, Home Office, and Branch locations, including Restricted
Access and Special Event locations. Satellite Ticket Printer (STP) and
On-Site Branch (OSB) locations are exempt from this requirement, however,
unless otherwise mandated by federal, state, or other local law or
authority.

** Requisite license includes, but is not limited to, any and all licenses
mandated by federal, state, or local legislation or authority, which enable
the Agent to lawfully conduct business at each of its authorized agency
locations. Examples include state licenses, e.g., the California Sellers of
Travel Law.

2. The Agent is ineligible for retention on the agency fist if ARC has reason
to believe that the Agent, or any person holding a financial or ownership
interest in the Agent, or any officer, director, qualifying manager, or any
person employed by it in a capacity in which that person has access to ARC
traffic documents or money held by the Agent in payment therefor:

a. Has or had a financial interest in, or a connection or affiliation with,
or was employed by, any agent previously canceled from the agency list*;
or

b. Has or had a financial interest in, or a connection or affiliation with,
or was employed by, any agent presently declared in default under the
provisions of section Vlil of the agent reporting agreement*; or

c. Has been convicted of a felony, or a misdemeanor related to financial
activities, or has been found by a court of competent jurisdiction to
have committed a breach of fiduciary duty involving the use of funds of
others, unless, based upon investigation, experience of the carriers with
such person(s), where applicable, and all information and facts
available, it is determined by ARC that

the Agent can be relied on to adhere to the terms of this agreement. If
the conduct invoking this provision occurred more than seven years prior
to the filing of a complaint with the Arbiter, there shall be a
rebuttable presumption the Agent can be relied upon to adhere to the
terms of this agreement.

* For the purposes of this subsection, references to the ARC agency list and
the Agent Reporting Agreement include, in addition, the agency list and the
Passenger Sales Agency Agreement, and its predecessor Sales Agency
Agreement, of the Air Traffic Conference of America.

E. REAPPLICATIONS

1. Any applicant agency, including officers, owners, or shareholders thereof
which, regardless of intent, fails to disclose, falsifies, or otherwise
materially misrepresents any application information pertaining to:

a) a previous affiliation with a canceled agency or an agency currently
in default;

b) the existence of a felony conviction or financially related
misdemeanor;

c) a prior bankruptcy;

d) personal identification;

e) employment history; or

f) the true ownership of the agency,

shall be ineligible for inclusion on the Agency List for a period of twelve
( 12) consecutive months from the date of ARC's disapproval letter advising
the applicant such occurrence has been discovered.

2. Any agency or individual may appeal AKC's determination that it is subject
to the terms of this section to the Travel Agent Arbiter.

SECTION V: APPOINTMENT OF AGENT BY CARRIER

A carrier may issue an appointment to the Agent permitting the Agent to issue
ARC traffic documents on behalf of the carrier in one of two ways:

A. The Agent shall be automatically appointed by any carrier which has, or
hereafter may, deposit with ARC a general concurrence for the appointment of
all agents on the ARC agency list. From time to time ARC will publish a list
of all carriers which have deposited such a general concurrence.

B. Any carrier which has not deposited with ARC the general concurrence for the
appointment of all agents on the ARC agency list may appoint the Agent by
delivering to the Agent a written certificate of appointment.

SECTION VI: CHANGE OF NAME OR LOCATION
A. PROCEDURES TO CHANGE NAME

The Agent must provide thirty (30) days written advance notice to ARC to
change its name and names as set forth in this agreement, under which its
activities must be conducted. Within the thirty (30) day period, ARC shall
ascertain whether the proposed name violates this agreement. If approved,
ARC shall correct the agency list, notify all carriers and the system
providers, and, unless the change relates only to a branch location, execute
an amendment to the memorandum of agreement reflecting the change. If the
proposed change is disapproved, ARC shall notify the carriers and the system
providers and also advise the Agent with specific reasons, and the Agent may
obtain review of that decision by the Arbiter, in accordance with section
XXIII of this agreement. Whenever the legal name of the Agent is changed,
the Agent must provide to ARC a bond or letter of credit, in the correct
amount and form prescribed by ARC, which includes the Agent's new legal
name.

B. PROCEDURES TO CHANGE LOCATION

The Agent must provide written advance notice to ARC to change its business
location, accompanied by a full description in the form prescribed by ARC.
If the new location is qualified under the standards set forth in section
IV.C hereof, it shall be approved and ARC shall correct the agency list and
notify all carriers and the system providers. If the location fails to
qualify, ARC shall disapprove the change and notify the carriers and the
system providers, and so advise the Agent with specific reasons. ARC shall
advise the Agent of its approval or disapproval within forty-five (45) days
of the receipt of the written notice from the Agent. The Agent may obtain
review of that decision by the Arbiter, in accordance with section XXIII of
this agreement. The Agent may, nevertheless, change the location pending the
Arbiter's decision. If the Agent does not request such review and, further,
fails to relocate to its former authorized agency location within 30 days
from ARC's notice of disapproval' ARC may file a complaint against the
Agent.

SECTION VII: AGENT'S AUTHORITY, GENERAL RIGHTS AND OBLIGATIONS

A. The Agent shall at all times maintain ethical standards of business in the
conduct of the agency and in its dealing with its clients' the public and
the carrier.

B. The Agent shall designate a bank account for the benefit of ARC and the
carrier for deposit of (1) the proceeds of the sales of air transportation
and ancillary services for which ARC traffic documents were issued, and (2)
such funds as may be required to pay any other amount which ARC is
authorized to drab from the account. The Agent recognizes that the proceeds
of the sales, less the Agent's commissions, on these ARC traffic documents
are the property of the carrier and shall be held in trust until accounted
for to the carrier.

C. In selecting the airline identification plate to be used in validating ARC
traffic documents, or in the identification of the ticketing carrier, the
Agent will follow the procedures specified in attachment F, hereto.

D. The provisions of section Vll.C above notwithstanding, no agent shall use an
airline identification plate of one carrier, or identify a carrier on an ARC
traffic document as the ticketing carrier, in connection with the sale of
air transportation offered solely by another carrier which has notified the
Agent and ARC that the Agent shall not represent that carrier.

E. In exercising its authority under this agreement, the Agent shall issue only
ARC traffic documents supplied pursuant to, or authorized by, this
agreement.

F. The Agent shall deliver to its clients the proper forms of ARC traffic
documents and/or supporting documentation as authorized from time to time by
the carrier. The information shown on any such documents shall be in
accordance with the applicable rules, regulations and instructions furnished
to the Agent by ARC by specific instruction or in the INDUSTRY AGENTS'
HANDBOOK, and by the carrier.

G. The Agent shall comply with all instructions consistent with this agreement
properly issued to him by ARC in the INDUSTRY AGENTS' HANDBOOK and other
specific instructions consistent with this agreement provided from time to
time by ARC, including, but not limited to, those instructions which the
Agent must follow regarding the electronic submission of its weekly sales
reports via ISR.

H. The Agent shall comply with all instructions of the carrier, and shall make
no representation not previously authorized by the carrier. The Agent shall
deliver to the carrier such specific instructions, requests, or particulars
in connection with a client or his transportation as may be proper to enable
the carrier to render efficient service to its passengers.

I. The Agent shall not knowingly or negligently sell or issue ARC traffic
documents covering air passenger transportation to be offered by the carrier
to persons who plan to sell, issue, or offer to sell or issue, such ARC
traffic documents, but who have not been authorized by the carrier to
represent the carrier.

J. The Agent is not authorized by this agreement to admit, accept or receive
service of summons or any other process on behalf of the carrier or ARC.

K. In the absence of specific permission of the carrier, the Agent shall not
use any credit card which is issued in the name of the Agent, or in the name
of any of the Agent's personnel, or in the name of any third party, for the
purchase of air transportation for sale or resale to other persons, nor
report to the carrier the sale of any air transportation as a credit card
transaction where at any time the Agent bills, invoices, or receives payment
in cash from the customer for such air transportation.

L. The Agent shall identify any sales to itself and/or such other persons which
control, are controlled by, or are under common control with, the Agent, or
with the officers, directors, stockholders, members, or employees of the
Agent and/or such other persons, in accordance with the provisions of the
INDUSTRY AGENTS' HANDBOOK.

SECTION VIII: REPORTS AND SETTLEMENTS, DEFAULTS AND OTHER FINANCIAL
IRREGULARITIES UNDER ASP

A. Reports and Settlements-General

1. The Agent shall make appropriate arrangements to permit the area bank to
draw checks upon its bank account designated pursuant to section Vll.B.
of this agreement in payment for amounts owed hereunder. The Agent shall
give ARC advance notice by certified mail of its intention to change bank
accounts. Such notice must be received at least 14 days prior to the
beginning of the affected sales period, and will state the first sales
period ending date to which it applies.

POSTAL LOCATIONS

2. The Agent shall submit a weekly sales report containing the auditor's
coupon (applicable to both paper and electronic format) of all ARC
traffic documents, and other supporting documents issued and validated
during the 7-day period Monday through Sunday. The weekly sales report
shall be submitted to the designated area bank in the form prescribed.
With each report, the Agent shall submit a settlement authorization form
reflecting the maximum amount to be drawn from the Agent's account If no
air transportation or ancillary services have been sold during the 7-day
period, the Agent shall submit to the area bank a weekly sales report
reflecting "no sales."

3. The weekly sales report, with auditor's coupons and other supporting
documents, or advice of "no sales," shall be mailed by First Class mail
postage prepaid, or by Express Mail, or delivered to the designated area
bank, not later than Tuesday following the close of the report period or
by Wednesday if Monday or Tuesday is a Federal or state legal holiday,
Rosh Hashanah or Yom Kippur.

ISR LOCATIONS

4. The Agent shall submit to ARC, in the form prescribed by ARC and via the
means set forth in the INDUSTRY AGENTS' HANDBOOK or the ISR Training
Supplement, a weekly sales report accounting for all ARC traffic
documents issued and validated during the 7-day period Monday through
Sunday ("sales report period"), and confirming the accuracy of data sent
through the system provider by the Agent during this period. With each
report, the Agent shall authorize a settlement amount reflecting the
maximum amount to be drawn by ARC from the Agent's designated account. If
the Agent has sold no air transportation or ancillary services during the
7 day period, the Agent shall submit a sales report reflecting "no
sales."

5. The Agent shall submit the weekly sales report to ARC no later than
11:59 p.m., Eastern Time, on the Tuesday following the close of the
report period, or on the Wednesday following the close of the report
period if Monday or Tuesday is a Federal or state legal holiday, Rosh
Hashanah or Yom Kippur. Only those sales reports received by this
deadline shall be considered "timely received."

The Agent shall obey all ARC and individual carrier rules and
instructions concerning the submission and retention of supporting paper
documentation, as communicated to the Agent via ARC and/or the carrier.

6. If the Agent fails to timely submit the weekly sales report to ARC in
accordance with the deadline specified above, ARC may provide the data
transmitted to ARC via ISR during the sales report period to the
carrier(s) to which such data pertains, solely for that carrier(s)
information. All sales data submitted electronically to ARC may be
reviewed by ARC at any time during or after the sales report period.

7. Upon receipt of the weekly sales report, ARC shall generate a
confirmation number for the report, and transmit this confirmation number
to the agency location from which the report was submitted. The number
thus generated shall appear on the Agent's ISR computer screen, and the
Agent shall (a) print a paper copy of this screen, which shall
hereinafter be referred to as the "confirmation screen", or (b) store the
information from the confirmation screen within a reliable database from
which a paper facsimile of the confirmation screen may be readily
generated, or (c) copy the information from the confirmation screen upon
a blank "Facsimile Confirmation Screen" form, as found within the
Industry Agents Handbook or the ISR Training Supplement. In the event the
Agent submits a sales report more than once (e.g. where the Agent recalls
a sales report and resubmits it), the Agent shall (as specified more
fully above) print, store, and/or copy the information from each and
every confirmation screen generated for the sales report.

BOTH POSTAL AND ISR LOCATIONS

8. The area bank will, based upon the sales report submitted by the Agent,
determine the amount owed the carriers for the sales period, and will
draw a check for such amount on the Agent's account. The check will not
be in excess of the settlement authorization amount provided by the
Agent, or be presented for payment earlier than the tenth day after the
close of the sales period.

The area bank will mail or otherwise send to the Agent a weekly summary
showing all transactions, and the amount of the check drawn, no later
than the tenth day after the close of the sales period. Settlement of
amounts owing will be made in official United States currency.

9. All monies and credit card billing documents, less applicable
commission, collected by the Agent for sales hereunder are property of
the carriers, and shall be held in trust by the Agent until
satisfactorily accounted for to the carriers.

POSTAL LOCATIONS

B. EXCEPTIONS TO REPORTS AND SETTLEMENTS IF AGENT HAS TEN OR MORE LOCATIONS

An agent having 1) ten or more authorized locations, or 2) a wholly owned
subsidiary with ten or more such locations, or 3) a combination of
authorized locations (branch offices) of a wholly owned subsidiary
totaling ten or more, may apply for an exception to the provision of
section Vlil.A.3 above requiring that the sales report and supporting
documents be mailed not later than the Tuesday of each week.

The exception will be granted to any agent having the requisite number of
locations, which agrees to process each of its weekly sales reports at
its central accounting office and submit them together to one designated
area bank. An agent wishing such exception must first execute with ARC a
supplementary agreement which, based upon the specific circumstances,
authorizes the multi-reporting Agent to cause its weekly reports to be
received at the area bank by noon on Thursday or Friday of each week. The
exception does not affect the schedule for settlement.

C. OTHER SETTLEMENT ARRANGEMENTS NOT PROHIBITED

1. Nothing contained in this agreement shall preclude an agent from
proposing to a carrier which is a party to the Carrier Services
Agreement, (a) that, for transactions in which the agent has issued
and validated ARC traffic it settle its account pursuant to a
variable remittance plan, or (b) that the agent utilize the carrier's
traffic documents. If such a proposal is made, the carrier shall
consider the agent's proposal in good faith; however, a carrier's
refusal to enter into such an arrangement shall not, in and of
itself, constitute evidence of bad faith.

2. An agent shall not, without prior written consent by the carrier
concerned, submit a settlement of ARC traffic documents pursuant to a
variable remittance plan.

ISR AND POSTAL LOCATIONS

D. FINANCIAL AND REPORTING IRREGULARITIES

1. This subsection governs payment of amounts due in the event of a
dishonored check or failure to file a complete AND PROPER weekly sales
report. It does not govern any amounts settled under a variable
remittance plan, where applicable, if either the payment is made directly
to an individual carrier or ARC collects the amount expressly on behalf
of an individual carrier by means of an individual draft. In determining
such amounts, debit memos based on the following claims are not to be
included: (i) any debit memo issued prior to the date on which the Agent
fails or refuses to provide funds on demand to cover a dishonored check,
or the amount owed on UNREPORTED OR IMPROPERLY REPORTED SALES, or a
missing report, as required by, respectively, paragraphs D.l.a., D.l.b
and D.l.c of this section, which has been reasonably contested by the
Agent in writing within 60 days of the Agent's receipt of such debit
memo; and (ii) any debit memo issued on or after the date of the Agent's
failure or refusal, as described above, for a transaction that occurred
more than 60 days prior to such date; provided, however, that any debit
memo issued for either an unreported sale, AN IMPROPERLY REPORTED SALE,
or a fraudulently issued ARC traffic document, shall be includable in
determining the amounts due the carriers under this agreement.

a. ARC will immediately notify the Agent and its surety when a check
drawn by the area bank has been dishonored by the Agent's bank. If
the Agent does not immediately provide a certified check or wire
funds to cover the dishonored check, ARC will (i) withdraw from the
Agent, and from all agents under common control with the Agent, and
all authorized agency locations under common control with the Agent,
all ARC traffic documents (paper format) and airline identification
plates, (ii) notify the system providers to inhibit the transmission
of ticketing records for the printing of such onto ARC traffic
documents (paper format) by such Agent, and (iii) prohibit the use of
ARC traffic document numbers by system providers for the issuance of
ARC traffic documents (electronic format) on behalf of such Agent,
and so notify the carriers.

ARC traffic documents will be resupplied and airline identification
plates will be returned, except the identification plate of the
carrier which has expressly instructed ARC to the contrary, to the
Agent and all authorized agency locations under common control with
the Agent, and the system providers notified that the issuance of ARC
traffic documents is authorized, unless the carrier has also taken
action to terminate the Agent's appointment pursuant to section XXIX
of this agreement, when all amounts owing the carriers under this
agreement have been fully paid (including, but not limited to, all
other checks drawn by the area bank and dishonored by the Agent's
bank) unless there is an outstanding notice of cancellation of the
Agent's bond.

A compensatory assessment shall be charged by ARC for each dishonored
check for payment of sales reports to defray processing costs
associated with the handling of dishonored checks, interest expense
and special service costs described in section Xl.H. This assessment
will be calculated and charged by ARC based on a formula approved by
the ARC Board of Directors. ARC shall notify the Agent as to the
amount of the charge and the date on which payment will be due. The
Agent hereby authorizes the area bank to collect the charge by
issuing a draft against the bank account maintained pursuant to
section Vll.B of this agreement. Alternatively, the Agent shall make
payment directly to ARC if required by the notice.

b. ARC will notify the Agent if it has failed to include in its weekly
sales report all ARC traffic documents issued through the close of
the sales report period, as provided in subsections A.2 and A.4 of
this section, OR HAS INCLUDED SALES WHICH HAVE BEEN IMPROPERLY
REPORTED. Unless the Agent immediately provides a certified check and
supporting documents to cover the UNREPORTED AND/OR IMPROPERLY
REPORTED sales, ARC will notify the carrier, and, where a clear and
present danger of substantial loss is present, (i) withdraw from the
Agent, and all authorized agency locations under common control with
the Agent, all ARC traffic documents (paper format) and airline
identification plates, (ii) notify the system providers to inhibit
the transmission of ticketing records for the printing of such onto
ARC traffic documents (paper format) by such document numbers by
system providers for the issuance of ARC traffic documents
(electronic format) on behalf of such Agent.

ARC traffic documents will be resupplied and airline identification
plates will be returned, except the identification plate of the
carrier which has expressly instructed ARC to the contrary, to the
Agent and all authorized agency locations under common control with
the Agent, and the system providers notified that the issuance of ARC
traffic documents is authorized, unless the carrier has also taken
action to terminate the Agent's appointment pursuant to section XXIX
of this agreement, when all amounts owing the carriers under this
agreement have been satisfactorily accounted for (including, but not
limited to, payment of all checks drawn by the area bank and
dishonored by the Agent's bank) unless there is an outstanding notice
of cancellation of the Agent's bond.

A compensatory assessment shall be charged by ARC for unreported AND
IMPROPERLY REPORTED sales disclosed by an inspection pursuant to
section XIV of this agreement, or otherwise disclosed, to defray
costs associated with the processing and handling of the discovery
and resolution of unreported and IMPROPERLY REPORTED SALES, and
special service costs described in section Xl.H. This assessment will
be calculated and charged by ARC based on a formula or formulas
approved by the ARC Board of Directors. ARC shall notify the Agent as
to the amount of the charge and the date on which payment will be
due. The Agent hereby authorizes the area bank to collect the charge
by issuing a draft against the bank account maintained pursuant to
section Vll.B of this agreement. Alternatively, the Agent shall make
payment directly to ARC if required by the notice.

ISR LOCATIONS

The Agent will not be liable for a compensatory fee where a malfunction or
emergency at (a) ARC, (b) the ARC link, (c) the area bank, or (d) the
Agent's system provider, prevents the Agent from reporting sales on time.
However, once such malfunction or emergency is corrected, a compensatory fee
may be charged where such sales are not reported immediately following the
correction of such malfunction.

In order for the Agents to be relieved of a compensatory fee for unreported
sales resulting from a malfunction or emergency at the Agent's system
provider, the Agent must supply evidence from the system provider that the
failure prevented the Agent from timely reporting the sales.

For the purpose of this section, in order to demonstrate that it was
"prevented" from reporting sales on time because of a malfunction listed
above, the Agent must demonstrate that it was not possible to report its
sales timely because of the malfunction.

POSTAL LOCATIONS

c. If a weekly sales report together with auditor's coupons and supporting
documents has not been received by the area bank within eight days after
the close of the period, ARC will notify the Agent.

Evidence of timely dispatch will be limited to:

1) A Post Office postmark; or

2) Other evidence supplied by the Post Office of the mailing date; or

3) Priority service air xxxx or any other documentation acceptable to
ARC.

If the Agent has evidence of timely dispatch of the report, it shall,
within 96 hours of notification by ARC, send copies of such evidence to
ARC and promptly transmit to the area bank a duplicate report, a
settlement authorization form, and facsimiles of the auditor's coupons
and other supporting documents for the report. In all other
circumstances, the Agent shall, within 96 hours of notification by ARC,
provide the report, or a duplicate report, to the area bank with either
the auditor's coupons and other supporting documents if available, or
their facsimiles, and a certified check to cover the amount owed.

Unless the Agent complies with the above, ARC will (i) withdraw from the
Agent, and all authorized agency locations under common control with the
Agent, all ARC traffic documents (paper format) and airline
identification plates, (ii) notify the system providers to inhibit the
transmission of ticketing records for the printing of such Agent, and
(iii) prohibit the use of ARC traffic document numbers for the issuance
of the ARC traffic documents (electronic format) by the system providers
on behalf of such Agent, and so notify the carriers.

ARC traffic documents will be resupplied and airline identification
plates will be returned, except the identification plate of any carrier
which as expressly instructed ARC tot he contrary, to the Agent and
authorized agency locations under common control with the Agent, and the
system providers notified that the issuance of the ARC traffic documents
is authorized, unless the carrier has also taken action to terminate the
Agent's appointment pursuant to section XXIX of this agreement, when the
Agent has provided the report or duplicate report, and paid in full all
amounts owed the carriers under this agreement (including, but not
limited to, payment of all checks drawn by the area bank and dishonored
by the Agent's bank) unless there is an outstanding notice of
cancellation of the Agent's bond.

A compensatory assessment shall be charged by ARC fora missing report for
which the Agent does not have evidence of timely dispatch to defray
handling and processing costs attributable to missing reports and special
service costs described in section XI.H. This assessment will be
calculated and charged by ARC based on a formula approved by the ARC
Board of Directors. ARC shall notify the Agent as to the amount of the
charge and date on which payment will be due. The Agent hereby authorizes
the area bank to collect the charge by issuing a draft against the bank
account maintained pursuant to section VII.B of this agreement.
Alternatively, the Agent shall make payment directly to ARC if required
by the notice.

ISR LOCATIONS

(1) WHERE WEEKLY SALES REPORT NOT RECEIVED

If ARC has not received the weekly sales report by 11:59 p.m. Eastern Time
on the Tuesday following the close of the report period, or on Wednesday if
Monday or Tuesday is a Federal or state legal holiday, Rosh Hashanah or Yom
Kippur (hereinafter such time shall be referred to as the "submission
deadline"), ARC will notify the Agent.

If the Agent has evidence of timely submission of the report, it shall,
within 96 hours of notification by ARC, send copies of such evidence to ARC
and resubmit to the area bank the report and settlement authorization. In
all other circumstances, the Agent shall, within 96 hours of notification by
ARC, submit to ARC the report and a certified check to cover the settlement
authorization amount.

For the purpose of this subsection, evidence of timely submission or
resubmission of an electronic (ISR) sales report shall be limited to a copy
or facsimile of the confirmation screen and number transmitted by ARC to the
Agent upon ARC's receipt of the weekly sales report, as described above at
paragraph VIII A.7.

[Note: The preceding section applies whenever ARC does not receive the sales
report, for any reason. Compensatory fee consequences for different scenarios
are addressed below at 5(b).]

(2) WHERE MALFUNCTION AT ARC RENDERS REPORT UNPROCESSABLE

If the Agent has timely submitted the required sales report, but, because of
a malfunction or emergency at the area bank or at ARC, the area bank is
unable to process or receive the report, ARC will promptly notify the Agent.
Thereafter, the Agent shall, immediately after such notification by ARC,
resubmit the report.

(3) WHERE WEEKLY SALES REPORT RECALLED BY AGENT

The Agent may, at any time before the submission deadline, recall a sales
report which it has already submitted, in order to enhance or correct data
contained therein. However, the Agent may not recall a previously submitted
sales report after the submission deadline for that sales report, and any
sales report recalled prior to the submission deadline must be resubmitted
by the submission deadline. If a recalled sales report is not resubmitted so
that it is received at ARC by the submission deadline, ARC will notify the
Agent. Thereafter, the Agent shall, within 96 hours of such notification by
ARC, resubmit the report.

(4) WHERE SYSTEM PROVIDER TERMINATES SERVICE

If the Agent's system provider reporting capability has been disabled
because the system provider has terminated service to the Agent, and
therefore the Agent is unable to submit electronically its required weekly
sales report(s) to ARC, the Agent must fulfill all reporting obligations via
paper ("postal location") format, or other mutually agreeable format,
whether or not this agreement has terminated. In such an event, the Agent
must meet must meet the postal location mailing deadlines as set forth in
section VIII, without regard to the time it may take the Agent to convert
its electronic records or data to paper.

(5) CONSEQUENCES OF FAILURE TO TIMELY SUBMIT OR RESUBMIT SALES REPORTS

a. Revocation of Authority to Issue ARC Traffic Documents

Unless the Agent submits or, as appropriate, resubmits the report in
accordance with the above requirements, ARC will notify the carrier and
(i) withdraw from the Agent, and all authorized agency locations under
common control with the Agent, all ARC traffic documents (paper format)
and airline identification plates, (ii) notify the system providers to
inhibit the

transmission of ticketing records for the printing of such onto ARC
traffic documents (paper format) by such Agent, and (iii) prohibit the
use of ARC traffic document numbers for the issuance of ARC traffic
documents (electronic format) by the system providers on behalf of such
Agent.

ARC traffic documents will be resupplied and airline identification
plates will be returned, except the identification plate of any carrier
which has expressly instructed ARC to the contrary. to the Agent and
authorized agency locations under common control with the Agent, and the
system providers notified that the issuance of ARC traffic documents is
authorized, unless the carrier has also taken action to terminate the
Agent's appointment pursuant to section XXIX of this agreement, when the
Agent has submitted (or resubmitted) the sales report, it has been
received at ARC, and the Agent has paid in full all amounts owed to
carriers under this agreement (including, but not limited to, payment of
all checks drawn by the area bank and dishonored by the Agent's bank)
unless there is an outstanding notice of cancellation of the Agent's
bond.

For the purposes of this subsection, evidence of timely submission or
resubmission of an electronic (ISR) sales report shall be limited to a
copy or facsimile of the confirmation screen and number transmitted by
ARC to the Agent upon ARC's receipt of the weekly sales report, as
described above at paragraph VIII A.7.

b. Compensatory Fees

In order to defray administrative and other costs attributable to late or
missing sales reports and special service costs as described in section
Xl.H, a compensatory assessment shall be charged by ARC to the Agent in
the following instance:

The sales report is not timely received by ARC, and (whether or not the
Agent has supplied the requisite evidence regarding the timeliness of its
first submission of the sales report), after notice from ARC, the Agent
fails to timely resubmit the sales report, and the Agent has not supplied
the requisite evidence of timely resubmission of the sales report, as
described below.

Provided, however, that not more than one compensatory fee shall be
charged the Agent per any given late or missing sales report.

The assessment will be calculated and charged by ARC based on a formula
approved by the ARC Board of Directors. ARC shall notify the Agent as to
the amount of the charge and the date on which payment will be due. The
Agent hereby authorizes the area bank to collect the charge by issuing a
draft against the bank account maintained pursuant to section VII B of
the ARA. Alternatively, the Agent shall make payment directly to ARC if
required by the notice.

A compensatory fee shall not be charged where a malfunction or emergency
at (a) ARC, lb) the ARC link, (c) the area bank, or (d) the Agent s
system provider' prevents the Agent from the sales report on time.
However, once such malfunction or emergency is corrected. a compensatory
fee may be charged where the resubmission of such report is not made
within 96 hours of ARC's notice to the Agent that the report has not been
timely received.

In order for the Agent to be relieved of a compensatory fee for a missing
or late sales report resulting from a malfunction or emergency at the
Agent's system provider, the Agent must supply evidence from the system
provider that the failure prevented the Agent from timely reporting the
sales.

For the purpose of this subsection, evidence of timely submission or
resubmission of an electronic (ISR) sales report shall be limited to a
copy or facsimile of the confirmation screen and number transmitted by
ARC to the Agent upon ARC's receipt of the weekly sales report, as
described above at paragraph Vll l.A.7.

ISR AND POSTAL LOCATIONS

d. If the Agent is unable to satisfy its debts to ARC arising from
circumstances described in paragraphs D.l.a, b, and c of this section
within the prescribed time:

1) The Agent and authorized agency locations and authorized agency
locations under common control with the Agent may purchase prepaid
special value tickets to be provided by ARC;

2) In lieu of the Agent and authorized agency locations under common
control with the Agent surrendering its ARC traffic documents (paper
format) and airline identification plates, the Agent may provide a
separate bond to ARC applicable to ARC traffic documents (paper
format) remaining in the Agent's possession, the amount of which is
based on the average value of ARC traffic documents previously issued
by the Agent times the number of documents to be retained. The Agent
shall not be eligible to issue ARC traffic documents in electronic
format.

e. 1) If the Agent does not provide the required weekly sales reports and
full payment therefor, or fails to make full payment of all amounts
owed to the carrier (including, but not limited to, payment of all
checks drawn by the area bank and dishonored by the agent's bank), on
or before the 31st day after the date of ARC's written notice of a
default based on a dishonored draft, unreported sale, IMPROPERLY
REPORTED SALE, or missing sales report, this agreement shall terminate
automatically and without further notice, unless the Agent has
surrendered all ARC traffic documents (paper format) and airlines
identification plates and has ceased to issue ARC traffic documents in
electronic format and, on or before such 31st day, has provided all
missing sales reports and made a partial payment in an amount deemed
appropriate by ARC, and ARC has determined that the Agent could make
full payment if the time were extended, in which case ARC may extend
the time for the Agent to make full payment and avoid termination of
this agreement. Upon termination of the agreement pursuant to this
section, ARC shall notify the carriers and the system providers that
the Agent's agreement has been terminated, and that the issuance of
ARC traffic documents is prohibited.

2) The full amount to be paid within the 31day period described above or
any extension thereof shall include, hut not be limited to, all
amounts owed for dishonored checks, unreported AND IMPROPERLY
REPORTED sales, compensatory fees and missing reports, regardless of
whether such amounts and/or reports have been specifically identified
in the written notice.

3) In determining whether or not to extend the time for full payment,
ARC will consider the following factors, among others: the cause of
the dishonor, unreported or IMPROPERLY REPORTED, sales, or missing
report; the payment schedule proposed; the current financial
condition of the Agent; and any proposed remedial action.

4) An extension of time on the terms provided in the foregoing
paragraphs shall be available to all agents, regardless of size.

5) In conjunction with the extension of time provided paragraphs, the
Agent may obtain authority from one or more of the carriers involved
to convert the Agent's cash indebtedness to each such carrier into
individually sponsored credit plans, thereby transferring the
indebtedness from ARC to such carrier. Upon receipt of written notice
from the carrier concerned, ARC will modify or withdraw the notice of
termination, as appropriate.

6) Upon the Agent's compliance with the foregoing paragraphs, ARC shall
resupply the Agent with traffic documents and the carriers may, in
their individual discretion, supply or authorize ARC to return to the
Agent the airline identification plates. In addition, ARC will notify
all system providers that the Agent may issue ARC traffic documents,
and the carriers may, in their individual discretion, notify the
system providers if action is to be taken pursuant to section XXIX.

f. Each Agent to whom notice of financial or reporting irregularity is sent
pursuant to section VIII.D.l.a, b or c of this agreement shall cause to
be executed and filed with ARC a "Personal Guaranty of Performance of
Agent's Agreement" as set forth in section V, attachment C to the
agreement. Such execution and filing shall be a condition precedent to an
agent's right to use ARC traffic documents and airline identification
plates in the sale of air transportation and/or ancillary services.

2. This subsection governs insufficient settlement authorization amounts.

a. If the area bank determines that the amount specified by the Agent on
the settlement authorization form is less than the amount owed the
carriers, the area bank will xxxx the Agent for the difference. If the
area bank xxxx remains unsatisfied fifteen days after the date on which
it was sent. ARC will xxxx the Agent for the amount owed.

b. If ARC's xxxx remains unsatisfied for fifteen days after the date on
which it was sent, ARC shall take such action as it deems appropriate
under the circumstances.

E. PAYMENT OF CARRIER DEBIT MEMOS

1. If the Agent fails to pay a debit memo sent to it by a carrier or is
otherwise in default to a carrier under this agreement, excluding
liability for stolen ARC traffic documents or identification plates under
section Xl hereof, the carrier may:

a. Terminate its appointment of the Agent, by notice in writing to the
Agent, with such notice taking effect on the date specified therein,
and withdraw its airline identification plate; or

b. Withdraw from the Agent its airline identification plate; or

c. Forward any uncontested debit memo to the Central Collection Service
according to the provisions of section XIX of this agreement.

2. If any carrier which has deposited a general concurrence for the
appointment of all agents invokes paragraph E.I .a of this section, it
may so notify ARC. Upon receipt of such notice, ARC will immediately
notify all carriers and the system providers.

F. FAILURE TO MAINTAIN PROPER BOND OR LETTER OF CREDIT

1. Upon cancellation of the Agent's bond or irrevocable bank letter of
credit, ARC will immediately so notify all carriers and the Agent, and
will (i) withdraw all ARC traffic documents (paper format) and airline
identification plates supplied to the Agent, (ii) notify the system
providers to inhibit the transmission of ticketing records for the
printing of such onto ARC traffic documents (paper format) by such Agent,
and (iii) prohibit the use of ARC traffic document numbers by system
providers for the issuance of ARC traffic documents (electronic format)
on behalf of such Agent provided, however, that as a temporary measure to
avoid these events, the Agent may assign, in a form acceptable to ARC, a
Certificate of Deposit in the amount required for a bond pursuant to
section IV.A.l.a of this agreement. The effective date and acceptance by
ARC of such assignment shall be no later than the date of cancellation of
the bond or letter of credit and shall be accepted by ARC as a substitute
for a period not to exceed thirty days from the date of the cancellation.

Unless the Agent provides to ARC a proper replacement bond or irrevocable
bank letter of credit in the required form and amount, within 30 days
after the cancellation, ARC will terminate this agreement. Upon
termination of the agreement pursuant to this section, ARC shall notify
the carriers and the system providers that the Agent's agreement has been
terminated' and that the issuance of ARC traffic documents is prohibited.

2. If ARC determines that the Agent has failed to change the form, or
adjust the amount of its bond or letter of credit as required by section
IV.A.3 of this agreement, ARC may apply to the Arbiter for an emergency
authorization to (i) remove ARC traffic documents (paper format) and the
airline identification plates from the Agent. and (ii) notify the system
providers to inhibit the transmission of ticketing records for the
printing of such onto ARC traffic documents (paper format) by Agent, and
(iii) prohibit the use of ARC traffic document numbers by system
providers for the issuance of ARC traffic documents (electronic format)
on behalf of such Agent, and to so notify the carriers.

SECTION IX: ADDITIONAL OPERATING REQUIREMENTS

A. The Agent shall be subject to the requirements of this section when, during
any twelve month period,

1. Three or more of the Agent's checks for weekly sales have been
dishonored and ARC has not received immediate reimbursement for such upon
demand by ARC; or

2. Three or more of the Agent's weekly sales reports, (whether for its ISR
or postal locations) including any and all required auditor's coupons and
supporting documents, have not been provided to ARC within 96 hours of
notice to the Agent from ARC and such sales reports are ultimately
received, prior to the termination date of this agreement pursuant to
section VIII.D.I (e)l; or

3. The Agent has been declared in default pursuant to section VIII.D of
this agreement (and the default includes a failure or refusal to
surrender all ARC traffic documents (paper format) and airline
identification plates) but such declaration is withdrawn prior to the
Agent's termination.

For the purposes of section IX:

Evidence of timely dispatch of a paper (postal) sales report will be limited
to:

1) A Post Office postmark, or

2) Other evidence supplied by the Post Office of the mailing date, or

3) Priority service air xxxx or any other documentation acceptable to ARC.

Evidence of timely submission or resubmission of an electronic (ISR)
sales report shall be limited to a copy or facsimile of the confirmation
screen and number transmitted by ARC to the Agent upon ARC's receipt of the
weekly sales report, as described above at paragraph Vll.A.7.

A late sales report for an ISR location shall not be considered late for the
purposes of this section (i.e., count as a "section IX violation") where a
malfunction or emergency at (a) ARC, (b) the ARC link, (c) the area bank, or
(d) the Agent's system provider, prevents the Agent from timely submitting a
sales report. However, once such malfunction or emergency is corrected, the
sales report may be considered a section IX violation where the resubmission
of such report is not made within 96 hours of ARC's notice to the Agent that
the report has not been timely received. In order for the Agent to be
relieved of a section IX violation for a missing or late sales report
resulting from a malfunction or emergency at the Agent's system provider,
the Agent must supply evidence from the system provider that the failure
prevented the Agent from timely reporting the sales.

ISR AND POSTAL LOCATIONS

B. ARC will provide the Agent with 45 days advance written notice of the
effectiveness of this section, which notice shall also be provided to the
carriers. The notice will also inform the Agent that the following must be
accomplished prior to the effective date of the section:

1. The Agent must provide a bond or letter of credit, in the required form
and in an amount equal to or greater than its net cash remittances for a
current 10 week period. The instrument may be a rider to the existing
bond or letter of credit; will be calculated to take into account the
amount of the existing bond or letter of credit; and, must conform in a:'
other respects to the provisions of section IV.A.

2. a. The Agent must surrender traffic documents (paper format) to ARC,
with an accompanying inventory summary, so that it retains no more
than the highest number of ARC traffic documents issued at each of
its locations during any one month in the past twelve months, rounded
up to the next (even 100) mailing box or unit. In order to insure the
Agent's compliance with this section, ARC will inform the Agent, in
the written notice required by this section, of the number of
documents, by stock control number, that are permitted to be
retained.

b. The Agent may possess additional supplies of traffic documents (paper
format only), but in no event more than a three month supply, only if
it is able to post a bond or letter of credit as provided for in
section VIII.D.l.d.(2).

3. The Agent must discontinue the issuance of ARC traffic documents in an
electronic format and any and all use of Electronic Ticket Delivery
Network(s).

4. Any pending application(s) for an additional approved location will be
withdrawn by Agent, and ARC will reject and return to Agent any such
application submitted Agent is subject to this section.

5. The Agent must provide a "Personal Guaranty of Payment and Performance"
in accordance with section IV.A.4 and attachment C hereto.

C. If the Agent is not in compliance with the provisions of section IX.B. as of
the effective date of this section, or at any time during the period of its
effectiveness, ARC will terminate this agreement with the Agent and notify
the carriers and the system providers that the Agent's agreement has been
terminated and that the issuance of ARC traffic documents is prohibited.

D. 1. If, following the effectiveness of this section, and Agent's compliance
with the provisions of section IX.B., there are no instances of dishonored
drafts, missing reports, or defaults within a twelve month period, the
additional operating requirements of this section shall be removed, and
the carriers shall be notified.

2. Alternatively, if there is an additional dishonored draft, missing
report, or default, ARC will file a complaint pursuant to section XV.B.,
seeking the removal of the Agent from the agency list.

E. The Agent may appeal ARC's determination that it is subject to this section
to the Travel Agent Arbiter. During the pendency of the appeal, which shall
be given expedited consideration, the section will continue to apply to the
Agent unless or until removed by the Travel Agent Arbiter or the Agent's
compliance with section IX.D.1.

SECTION X: REFUND OR EXCHANGE OF ARC TRAFFIC DOCUMENTS

A. The agent may refund any fare or charge applicable to air transportation only
if sold by the Agent hereunder and for which the Agent has issued an ARC
traffic document. The Agent shall make refund only to the person authorized
to receive the refund and in accordance with tariffs, rules, regulations,
and instructions issued by the carrier.

B. The Agent, without the authority of the ticketing carrier whose ARC traffic
document is to be issued, shall not:

1. Issue an ARC traffic document in exchange for any traffic document
previously issued by another agent or by a carrier; or

2. Issue an ARC traffic document in exchange for a traffic document
previously issued by that Agent naming another carrier as the ticketing
carrier.

SECTION XL: LIABILITY AND WAIVER OF CLAIM

A. The carrier will indemnify and hold harmless the Agent, its officers, agents
and employees from all responsibility and liability for any damage, expense,
or loss to any person or thing caused by or arising from any negligent act,
omission or misrepresentation of the carrier, its representatives. agents,
employees, or servants, relating directly or indirectly to the performance
of the duties and obligations of the carrier under this agreement.

B. The Agent will indemnify and hold harmless the carrier, its officers,
agents, and employees from all responsibility and liability for any damage,
expense, or loss to any person or thing caused by or arising from any
negligent act, omission, or misrepresentation of the Agent, its
representatives, agents, employees, or servants relating directly or
indirectly to the performance of the duties and obligations of the Agent
under this agreement.

C. Unless the Agent is relieved of liability pursuant to this section, the
proceeds of the Agent's bond or letter of credit will be applied to, and the
Agent will indemnify and hold harmless the carrier, its officers, agents and
employees, from any and all damage, expense, or loss, on account of the
loss, misapplication, theft, forgery or unlawful use of ARC traffic
documents, ARC-issued numbers or other supplies furnished by or on behalf of
the carrier to the Agent. The Agent shall be relieved of liability for
losses arising from the proven then or unlawful use, except by the Agent or
his employees, of ARC traffic documents, ARC-issued numbers or
identification plates from his premises upon a determination by ARC that the
Agent, at the time of then or unlawful use, exercised reasonable care for
the protection of such ARC traffic documents, ARC-issued numbers or airline
identification plates, and has, upon discovery, immediately reported the
then or unlawful use to the appropriate law enforcement authorities and has
promptly notified ARC of the particulars of such then or unlawful use both
by telephone and telegram.

Reasonable care, as used herein, shall include but not be limited to
compliance with the safeguards set forth in attachment B to this agreement.
In making the determination specified herein, ARC may rely on the findings
of the ARC Field Investigations and Fraud Prevention office or cooperating
security officers of carriers. However, if ARC has filed a complaint with
the Arbiter alleging the Agent failed to comply with the safeguards set
forth in attachment B of this agreement, ARC shall rely on the finding of
the Arbiter in determining whether or not reasonable care was exercised by
the Agent. If ARC determines that the Agent did not exercise reasonable
care, ARC shall inform the Agent of the specific details and exact manner in
which the Agent failed to exercise reasonable care. The Agent may appeal
ARC's determination to the Arbiter pursuant to section XXIII.

D. The Agent hereby expressly waives any and all claims, causes of action, or
rights to recovery based upon libel, slander, or defamation of character by
reason of publication of asserted grounds or reasons

for removal from the agency list or such other action which may have been
prescribed, or of alleged violations or other charges for which review of
the Agent's eligibility is requested, as is reasonably related to the
performance of appropriate functions specified for ARC, its officers and
employees, or the Director of Field Investigations and Fraud Prevention or
the Arbiter in the performance of their duties under this agreement.

E. If ARC uses legal counsel to (i) enforce its right to possession of ARC
traffic documents (paper format) and airline identification plates, because
the Agent failed or refused to surrender them upon demand made pursuant to
this agreement, and/or (ii) to otherwise obtain compliance by the Agent with
the provisions of this section, the Agent shall reimburse ARC for all costs
incurred by it, and for the reasonable fees of its attorneys, if its action
is adjudicated or otherwise resolved in its favor. If its action is
adjudicated or otherwise resolved in favor of the Agent, ARC shall reimburse
the Agent for all costs incurred by it, and for the reasonable fees of its
attorneys, in defending itself against ARC's action. The term "costs" as
used herein shall include, but not be limited to, court costs, litigation
bond premiums, private investigator fees incurred in attempting to locate
traffic documents, and locksmith fees.

F. If ARC uses legal counsel to enforce its right to inspect the Agent's books
and records, because the Agent failed or refused to permit an inspection
upon demand made pursuant to this agreement, the Agent shall reimburse ARC
for all costs incurred by it, and for the reasonable fees of its attorneys,
if its demand is adjudicated or otherwise resolved in its favor. If its
demand is adjudicated or otherwise resolved in favor of the Agent, ARC shall
reimburse the Agent for all costs incurred by it, and for the reasonable
fees of its attorneys, in defending itself against ARC's demand. The term
"costs" as used herein shall include, but not be limited to, court costs and
litigation bond premiums.

G. The Agent hereby agrees to indemnify and hold the carrier harmless from and
against any claim arising from the failure of the Agent to refund to the
authorized refund payee the proper amount of fare or other charges
collected.

H. The Agent hereby agrees that whenever an ARC representative must go to an
agency or other location to remove ARC traffic documents (paper format
only), collect funds due hereunder, etc., the Agent will pay the
out-of-pocket special service costs incurred by ARC in conjunction with such
action.

SECTION XII: DELIVERY AND WITHDRAWAL OF TRAFFIC DOCUMENTS AND
IDENTIFICATION PLATES

A. The Agent shall procure, at no expense to ARC, one or more validator
machine(s), or ticket writer(s), of a type approved by ARC for use at each
place of business covered by this agreement in the issuance of ARC traffic
documents (paper format).

B. ARC will supply the Agent with ARC traffic documents (paper format) for
issuance to the Agent's clients to cover transportation and ancillary
services purchased, and one or more agent identification plates which the
Agent will purchase from ARC. Shipping and handling costs on ARC traffic
document (paper format) requisitions, submitted by the Agent, will be paid
by the Agent as prescribed from time to time by ARC.

C. After receipt of notice from ARC that an agency location has been included
on the agency list, any carrier may deliver to such Agent airline
identification plates for use at an authorized agency location in the
issuance of ARC traffic documents (paper format) in a validator machine or
ticket writer, and such identification plates shall not be used at any other
place of business. Such airline identification plates shall remain the
property of the carrier, and shall be returned to it upon demand or upon the
termination of this agreement as between the Agent and carrier.

D. All ARC traffic documents (including ARC-issued numbers used in an electronic
format) supplied to the Agent shall be held in trust for ARC by the Agent
until issued to the Agent's clients to cover transportation or ancillary
services purchased, or until otherwise satisfactorily accounted for to ARC
or the carrier, and shall be surrendered upon demand, together with all
airline identification plates, to ARC pursuant to this agreement.

E. ARC traffic documents (including ARC-issued numbers used in an electronic
format) supplied for issuance at a specified place of business covered by
this agreement shall not be written up or validated at any other place of
business. ARC traffic documents (paper format) shall not be delivered to
customers at or through any other agency location outside the United States,
or customer-premises location.

F. The Agent shall not accept custody of, or deliver, blank, prevalidated, or
partially written ARC traffic documents (including ARC-issued numbers used
in an electronic format) not previously assigned to it under this agreement.
Should the Agent be approached by another agent to distribute blank,
prevalidated, or partially written, ARC traffic documents (paper format), or
to distribute ARC traffic documents not provided to it through the system
provider (electronic format), the Agent shall notify the ARC Director, Field
Investigations and Fraud Prevention.

SECTION XIII: CUSTODY AND SECURITY OF TRAFFIC DOCUMENTS AND
IDENTIFICATION PLATES

During its custody and control of ARC traffic ARC-issued numbers and airline
identification plates, the Agent shall comply with the security rules for such
as specified in attachment B of this agreement.

SECTION XIV: INSPECTION AND RETENTION OF AGENT RECORDS

POSTAL LOCATIONS

The Agent shall retain his duplicate copy of each sales report and his
copies of supporting documents, as well as the weekly sales summary and his
copies of voided ARC traffic documents, for at least two years from the date
the sales report was due to be submitted to the area bank.

ISR LOCATIONS

The Agent shall retain, in a durable and readily available, accessible and
readable medium, either on paper or from which a legible paper copy may be
readily produced, for a period of at least two years from the date upon
which the sales report was due to be submitted to the area bank, a copy of
each weekly sales summary report and a copy or facsimile of each
confirmation screen. Further, the Agent shall retain, for at least two
years, its original paper copy of (1) all voided traffic documents, (2) all
Universal Credit Card Charge Forms (UCCCF's) and (3) all supporting
documentation as more expressly stated in the Industry Agents Handbook, the
ISR Training Supplement, or as otherwise indicated to the Agent by ARC. For
these documents (UCCCF's and other supporting documentation), the two year
period shall be measured from the ending date of the sales report period
during which the transaction evidenced by the documentation occurred.

Specifically regarding auditor coupons of ARC traffic documents, the Agent
shall also retain, for the amount of time specified in the INDUSTRY AGENTS'
HANDBOOK, the ISR Training Supplement. or as otherwise indicated to the
Agent by ARC, the auditor's coupon of all ARC traffic documents issued and
validated by it during the period specified in the INDUSTRY AGENTS
HANDBOOK or the ISR Training Supplement.

The Agent must send to ARC each week all signed and imprinted UCCCF's for
sales of carrier transportation and/or ancillary services as indicated in
the INDUSTRY AGENTS' HANDBOOK,the ISR Training Supplement, or as otherwise
indicated to the Agent by ARC.

Upon request by the carrier, the Agent must send (a) any and all supporting
documents, as listed above, or (b) information derived therefrom, at the
carrier's discretion, to the carrier via the return method specified by the
carrier within 5 business days of the date the carrier sent the request.
Failure of the Agent to do so may result in the Agent being liable for the
transaction to which the documentation relates. If a return delivery method
other than fax or U.S. mail is specified by the carrier, the carrier shall
bear the cost of such delivery method.

[OFFICIAL COMMENTARY: IN THE ISR ENVIRONMENT, TRAVEL AGENTS WILL BE REQUIRED TO
STORE SUPPORTING DOCUMENTS, INCLUDING REFUNDED, REISSUED, AND EXCHANGED TRAFFIC
DOCUMENTS. BECAUSE SUCH DOCUMENTS CAN BE USED FOR CARRIER TRANSPORTATION AND
ANCILLARY SERVICES, IT IS RECOMMENDED THAT TRAVEL AGENTS EXERCISE CAUTION IN
STORING, AS WELL AS PERMITTING ACCESS TO, THESE DOCUMENTS. IT IS FURTHER URGED
THAT TRAVEL AGENTS CLEARLY XXXX ALL SUCH TRAFFIC DOCUMENTS AS VOID, TO PREVENT
UNAUTHORIZED USE OR REISSUANCE THEREOF.]

[NOTE A: It is ARC's present intention to establish and maintain a sales data
base, and to make this database available to agents for a fee. Agents using this
database would no longer be required to maintain transaction records, also

[NOTE B: As of this writing, the particulars of the Agent's responsibilities
regarding the retention and submission of credit card charge forms will be in
accord with the IAR Charge Form Processing Pilot Program. Pursuant to this
program, some carriers may require ISR Agents to submit their charge forms to
ARC each week, to be processed by ARC and forwarded to the carrier, while other
carriers will not.]

BOTH ISR AND POSTAL LOCATIONS

B. The Agent recognizes and agrees that ARC and its designees, are authorized
to represent ARC and the carriers for purposes of inspecting the books and
records of the Agent pursuant to this agreement. In making such inspections,
they may seek to determine whether the Agent is in full compliance with the
provisions of the agreement. Books and records shall be opened for such
inspection upon reasonable notice and the authorized representatives shall
have authority to make such notes and copies as they deem appropriate.

C. The Agent will be apprised of the purpose or occasion for such examination,
and will be obligated to provide only those documents material and relevant
to the examination, that are requested by the authorized representative. ARC
shall upon written request by the Agent, provide a copy of any written
report prepared by the ARC representative who has completed an inspection of
the books and records of such Agent.

D. A carrier may examine the Agent's records with respect to ARC traffic
documents issued by the Agent on behalf of such carrier at any time.

SECTION XV: REVIEWS OF QUALIFICATIONS OF AND BREACHES BY AGENT

A. In situations such as the following, in which it appears to ARC that there
may be or has been fraudulent conduct on the part of the Agent and that
there is a clear and present danger of substantial loss to ARC and/or the
carriers, ARC may (i) immediately remove its traffic documents (paper format
only) and all airline identification plates from the Agent, and so notify
the carriers, (ii) notify the system providers to inhibit the transmission
of ticketing records for the printing of such onto ARC traffic documents
(paper format) by such Agent, and (iii) prohibit the use of ARC traffic
document numbers for the issuance of ARC traffic documents (electronic
format) by system providers on behalf of such Agent and all agents under
common control with the Agent:

1. Failure to include in a report the auditor's coupon (paper or electronic
format) of all ARC traffic documents issued through the close of the
sales report period, even though payment was subsequently made upon
demand;

2. Issuance of ARC traffic documents against a credit card without the
cardholder's authority, or against a stolen or otherwise fraudulent
credit card;

3. Post-validation of ARC traffic documents; alteration of the issuance
date on ARC traffic documents; or consistent or extensive reporting of
sales in which ARC traffic documents have been issued out of numerical
sequence;

4. Failure to account for missing ARC traffic documents or for flight,
exchange, or service coupons thereof;

5. Permitting blank, prevalidated, or partially written ARC traffic
documents (paper format), or ARC-issued numbers (electronic format) to be
removed from the authorized agency location for issuance elsewhere;

6. Permitting alteration, omission, or other falsification on coupons of
original ARC traffic documents or on any reissue thereof;

7. Falsification of reports, traffic documents, or other documents;

8. Acceptance of custody of, or delivering, blank, prevalidated, or
partially written ARC traffic documents (paper format) or ARC-issued
numbers (electronic format) not previously assigned to it under this
agreement;

9. Distribution, sale or issuance of ARC traffic documents (paper format)
or ARC-issued numbers (electronic format) which the Agent knew, or
reasonably should have known, were stolen or reported as missing; or

10. Reporting cash refunds against sales made on credit cards.

11. Permitting the unlawful or unauthorized access or use of an airline or
system provider computer reservations system owned, leased or controlled
by it in connection with the issuance of ARC traffic documents.

12. Without the authority of the ticketing carrier on which the ARC traffic
document is issued, (a) issuing an ARC traffic document in exchange for
any traffic document previously issued by another agent or by a carrier,
or (b) issuing an ARC traffic document in exchange for a traffic document
previously issued by the Agent naming another carrier as the ticketing
carrier;

13. Engaging in a pattern of potential "bust-out" activity, such as a
sudden, sharp increase of sales, which, along with other relevant
information, indicates to ARC that the Agent is engaging in fraud;

14. Issuing, writing up, or otherwise producing duplicate or invalid credit
memos;

15. In the absence of specific permission of the carrier, using any credit
card which is issued in the name of the Agent, or in the name of any of
the Agent's personnel, or in the name of any third party, for the
purchase of air transportation for sale or resale to other persons, or
reporting to the carrier the sale of any air transportation as a credit
card transaction where at any time the Agent bills, invoices, or receives
payment in cash from the customer for such air transportation; or

16. Submitting for refund or reissuance an ARC traffic document or
transaction which has already been refunded or reissued.

The Agent shall thereupon have the right of appeal to the Arbiter on an
expedited basis pursuant to procedures established by the Arbiter. Unless,
within 10 calendar days after ARC's demand for ARC's

traffic documents and the airline identification plates, (a) an appeal is
received by the Arbiter, (b) ARC has received from the Agent all ARC traffic
documents (paper format) and airline identification plates entrusted to the
Agent, and (c) ARC has received from the Agent a properly executed "Personal
Guaranty of Payment and Performance," attachment C of this agreement, the
Agent's agreement will be terminated by ARC without further notice. Upon
termination of the agreement pursuant to this section, ARC shall notify the
carriers and the system providers that the Agreement has been terminated and
that the issuance of ARC traffic documents is prohibited.

B. If there is reason to believe that the Agent has breached a provision of
this agreement, ARC may file a complaint against the Agent with the Arbiter.

C. If the Arbiter so directs, ARC shall remove from the agency list the Agent
or any branch location. ARC the Agent has been removed from the agency list,
ARC shall terminate the agreement with the Agent on behalf of all carriers.
Upon termination of the agreement pursuant to this section, ARC shall notify
the carriers and the system providers that the agreement has been terminated
and that the issuance of ARC traffic documents is prohibited.

SECTION XVI: ANNUAL AND APPLICATION FEES

A. For each calendar year the Agent agrees to pay an annual administrative fee
to ARC for each of its authorized agency locations to defray a portion of
the costs associated with the operation of the ARC program as well as half
of the costs associated with the operation of the Travel Agent Arbiter
Program, Inc. The amount of such annual fee will be determined by the ARC
Board of Directors, and ARC will notify the Agent of the amount of the fee
for the next ensuing year before the end of the previous calendar year.

1. This fee will be collected by an area bank which will draw a separate
check against the designated account of each authorized agency location
with the second sales report period ending in January for the current
calendar year.

2. If the separate check for the annual fee is not paid. and the amount
remains unpaid 14 days thereafter, the Agent or authorized agency
location involved will be removed from the agency list. Thereafter, ARC
shall terminate the agreement and withdraw from the Agent all ARC traffic
documents and airline identification plates and so notify the carriers.
ARC shall also notify the carriers and the system providers that the
agreement has been terminated and that the issuance of ARC traffic
documents is prohibited.

3. For an authorized agency location added to the agency list during a
calendar year, the annual fee will be included with the application fee.

B. An application filed by the Agent under this agreement to change its name.
location, or ownership shall include therewith a fee as prescribed from time
to time by ARC. The amount of such fee shall relate to the administrative
expenses in processing the application and expenses incurred in updating the
database.

SECTION XVII: SPECIAL LOCATION EXEMPTIONS

A. An authorized agency location that is located on the premises of a customer
of the Agent and that issues ARC traffic documents primarily to that
customer or its employees, may, upon request by the Agent, be classified as
a customer-premises location. A customer-premises location must meet all the
requirements provided in this agreement, including the qualifications in
section IV for retention on the agency list, except that:

1. The person meeting the personnel standards of section IV.B.2 may be an
employee of either the Agent or the customer; and

2. The location need not meet the requirements of sections IV.C.2, 4, and
S; and

3. If the location is a branch location, it need not meet the requirements
of section IV.B.1.

B. An authorized agency location that is not open and freely accessible to the
public may, upon request by the Agent, be classified as a restricted-access
location. A restricted-access location must meet all the requirements
provided in this agreement, including the qualifications in section IV for
retention on the agency list, except for the requirements provided in
sections IV.C.2, 4, and 5.

C. 1. An Agent who wishes to have an authorized agency location classified as a
customer-premises or restricted-access location, or who wishes to have an
existing classification terminated, shall submit to ARC a written request
for such action. If the request is to obtain a new classification, it
shall set forth facts sufficient to show that the location is entitled to
the classification requested in accordance with the qualifications set
forth in subsection A or B above. If the request is to terminate an
existing classification, it shall set forth facts sufficient to show that
the location meets the qualifications in section IV for retention on the
agency list from which the location was exempted by virtue of its current
classification.

2. ARC shall promptly review any such request and notify the Agent whether
the request is granted or denied. If the request is denied. the
notification to the Agent shall include a statement of the reasons
therefor. The Agent may obtain review of the denial. in accordance with
section XXIII of this agreement.

D. An agency location may, upon request by the Agent, be classified as an
on-site location if it meets the following conditions:

1. The location is on the premises of a single client of the Agent for the
primary purpose of providing travel services to that client; it is not
intended to serve the general public;

[Official Commentary: It is ARC's intent that the Agent primarily serve one
client's business needs at this location (for example, one corporate client or
one government client), but not be precluded from providing that client's
employees with leisure travel counseling and ticketing or from serving other
business clients.]

2. The location complies with all requirements for a branch application,
except as otherwise noted, although it need not comply with section
IV.B.I, section IV.C.S, or section Vl.C, X.C.I. or X.A. of Attachment B;
and

[OFFICIAL COMMENTARY: ARC RECOGNIZES THAT AN ON-SITE LOCATION IS NOT ENGAGED IN
THE SALE OF AIR TRANSPORTATION TO THE GENERAL PUBLIC. ARC ALSO ENVISIONS THAT A
CUBICLE MAY BE THE ACTUAL ON-SITE LOCATION, AND RECOGNIZES THAT SUCH A LOCATION
CANNOT BE LOCKED. HENCE, THE EXCEPTIONS FROM SECTION IV.C.5 AND FROM SECTION X.A
OF ATTACHMENT B ARE PROVIDED FOR. THE OTHER EXCEPTIONS, HOWEVER, IF UTILIZED BY
THE AGENT, CARRY WITH THEM THE ASSUMPTION OF FULL AND ABSOLUTE LIABILITY FOR ANY
AND ALL DAMAGE, EXPENSE OR LOSS AT SUCH LOCATIONS. SEE, ALSO, SECTION XVII.D.6
BELOW.]

3. The location is or will be staffed by a person meeting the personnel
standards of section IV.B.2 (but that person may be employed by either
the Agent or the client of the Agent);

4. The location is not identified or advertised to the public as, or held
out to the public to be, an office for the sale of air transportation or
ancillary services on behalf of the air transportation industry. However,
signage, identifying the on-site branch location within the premises
occupied by the Agent's client, is permitted;

5. If the location is not in compliance with section VI.C of attachment B,
then the traffic documents referenced in sections Vl.A.2 and A.3 of
Attachment B must be placed in a locked steel container.

6. If the location is staffed by a person employed by the client of the
Agent or if the location does not fully comply with section VI.C or
X..C.1 of attachment B, then the Agent assumes full and absolute
liability for any and all damage, expense, or loss experienced by any
carrier, its officers, agents, or employees on account of the loss,
misapplication, theft, or forgery of ARC traffic documents assigned to
the location.

[OFFICIAL COMMENTARY: THE AGENT WILL, CONVERSELY, BE RELIEVED FROM LIABILITY IF
THE SECURITY CONTAINER DETAILED IN SECTION VI.C AND THE TICKET PRINTER
REFERENCED IN SECTION X.C.1 ARE PLACED IN A LOCKED ROOM UNDER ITS EXCLUSIVE
CONTROL, AND THE TICKETING QUALIFIER AT THE LOCATION IS EMPLOYED BY THE AGENT.]

SECTION XVIII: NOTICES

A. Any notice which this agreement explicitly requires to be given in writing
shall be sufficient if sent by prepaid telegram, mailgram, mail, or any
government licensed delivery service which service provides a shipping
receipt. airbill, or documentation of delivery, addressed as the Agent or
ARC (as appropriate) shall have designated in writing during the term of
this agreement.

The date of such notice, for the purpose of making calculations with regard
thereto, shall be the date such notice was mailed, telegraphed, or placed in
the hand of a government licensed delivery service for delivery.

B. Any notice which this agreement does not explicitly require to be made in
writing shall be sufficient if made by any reasonable means, including, but
not limited to, telephone notice or, for ISR locations' a screen prompt over
the Agent's system provider.

SECTION XIX: CENTRAL COLLECTION SERVICE

In order to expedite the flow and payment of (1) debit memos issued by a carrier
against the Agent, and (2) credit request memos issued by the Agent against a
carrier, and to provide a uniform manner of processing such items should the
Agent or carrier fail to act upon direct submissions to them within a reasonable
time, the Agent and carriers may issue credit request memos and debit memos,
respectively, which may be submitted to the Central Collection Service, under
the terms and conditions set forth in attachment D, hereto.

SECTION XX: TRANSFER OR ASSIGNMENT OF AGREEMENT, DEATHS AFFECTING
OWNERSHIP, ABANDONMENT OF AUTHORIZED AGENCY LOCATION, TEMPORARY
CLOSURE

A. CHANGE OF OWNERSHIP

1. This agreement may not be assigned or transferred by the Agent without
the approval of ARC. Moreover, if 30 percent or more of the shares of
stock, cumulative, of the Agent have been sold or otherwise transferred
(unless such Agent is an entity whose shares are listed on a securities
exchange or are regularly traded in an over-the-counter market), ARC
approval, for purposes of retention on the ARC agency list, must be
obtained.

2. Procedures for approval of changes of ownership are set forth in
attachment G hereof. Upon receipt of a complete application for approval
of a change of ownership, ARC shall notify the carriers and the system
providers. Carriers and system providers will also be notified when such
application is approved.

3. Possession of ARC traffic (paper format) by a new owner as well as
access to such in an electronic format prior to ARC approval will be
subject to appropriate action by ARC.

4. If ARC determines that this agreement has been assigned or transferred,
or that ownership of a branch location covered by this agreement has been
assigned or transferred or that 30 percent or

more of the stock in the agency entity has been sold or otherwise
transferred and that ARC approval for purposes of retention on the ARC
agency list has not been given, ARC may take appropriate action
consistent with section XXIII of this agreement.

5. In the event a transfer or assignment of ownership interest occurs
without ARC approval with respect to a branch location, the procedures
set forth in paragraph 4 above shall only apply to the agency location
affected by the change.

B. DISAPPROVAL OF CHANGE OF OWNERSHIP

If ARC disapproves an application for a change of ownership, the carriers and
the system providers shall be notified. The applicant may obtain a review of the
disapproval by the Arbiter, in accordance with section XXIII of this agreement.

The carriers and system providers shall also be notified when an application for
approval of change of ownership is withdrawn and/or returned to the applicant.

C. DEATH OF A SOLE PROPRIETOR

1. On receipt of information of the death of the sole proprietor of the
Agent, ARC shall notify all carriers. and may (i) withdraw all ARC
traffic documents (paper format) and airline identification plates
supplied to such Agent, and (ii) notify the system providers to inhibit
the transmission of ticketing records for the printing of such onto ARC
traffic documents (paper format) by such Agent, and (iii) prohibit the
use of ARC traffic document numbers by system providers for the issuance
of ARC traffic documents (electronic format) on behalf of such Agent. In
order to preserve the goodwill of the agency as far as possible, ARC may,
at the request of the person entitled to represent the deceased's estate,
enter into a temporary agreement with such person acting on behalf of the
estate provided that such person submits a proper bond or letter of
credit in the name of the estate. The temporary agreement shall be in the
same form and have the same effect as this agreement. ARC shall examine
the matter periodically, and, if it considers that conditions so warrant,
shall direct that the temporary agreement be terminated. ARC shall notify
all carriers and the agency accordingly, and may take appropriate action
consistent with section XXIII of this agreement. Upon termination of the
temporary agreement, ARC shall so notify the carriers and the system
providers that the issuance of ARC traffic documents, whether in paper or
electronic format, is prohibited.

2. If the person entitled to represent the estate proposes to transfer the
temporary agreement to an heir, legatee, or other person, such transfer
shall be deemed a change of ownership, and the procedures of attachment G
shall apply.

3. Subject to earlier termination under the provision set forth above, a
temporary agreement shall terminate if the representative of the estate
ceases to carry on the agency business at the location covered by such
agreement.

D. DEATH OF A PARTNER

1. In the event of a death of a member of a partnership or other
unincorporated firm, ARC will notify all carriers, and may (i) withdraw
all ARC traffic documents (paper format) and airline identification
plates supplied to such Agent and (ii) notify the system providers to
inhibit the transmission of ticketing records for the printing of such
onto ARC traffic documents (paper format) by such Agent, and (iii)
prohibit the use of ARC traffic document numbers by system providers for
the issuance of ARC traffic documents (electronic format) on behalf of
such Agent. In order to preserve the goodwill of the agency as much as
possible, ARC may enter into a temporary agreement with the
representative of the deceased's estate and/or remaining partner(s),
provided such person(s) presents a proper bond or letter of credit as
provided herein.

The temporary agreement may be extended by ARC for good cause shown. The
temporary agreement shall be in the same form and have the same terms and
conditions as this agreement.

2. If the person(s) with whom the temporary agreement is executed proposes
to become the new owner(s), or proposes to transfer the agreement to
another person, such transfer shall be deemed a change of ownership and
the procedures of attachment G shall apply.

3. Subject to earlier termination under the provision set forth above, a
temporary agreement shall terminate if the person(s) with whom the
temporary agreement is executed ceases to carry on the agency business at
the location covered by such agreement.

E. ABANDONMENT OF AUTHORIZED AGENCY LOCATION

1. If ARC has cause to believe that the Agent has failed to keep its
authorized agency location open and freely accessible to the public in
accordance with section IV.C.4 (except as provided in section XVII of
this agreement) and/or the Agent has moved its agency location without
prior written notice to ARC (in accordance with section Vl.B of this
agreement), ARC will notify the agent in writing of such breach or
breaches. Such notice shall be sent to the address which the Agent shall
have designated in writing during the term of this Agreement, by a
delivery service which provides a shipping receipt, airbill, or
documentation of delivery. If ARC does not receive a written response to
such notice on or before the 15th day from the date of such notice, this
agreement shall terminate automatically and without further notice,
effective the 16th day from the date of such notice. ARC shall notify the
carriers and the system providers that the Agreement has been terminated
and that the issuance of ARC traffic is prohibited.

a) ARC shall have cause to believe that the Agent has closed, abandoned,
or changed its authorized agency location without notifying ARC, for
the purposes of this section, based on any reliable indicia of
abandonment, closure, or changed location, including, but not limited
to, the following: (1) the disconnection of the telephone number of
the Agent's authorized location with no indication that the number
has been changed or the telephone line has been damaged or is being
serviced; (2) an ARC representative's observations upon visiting the
Agent's authorized location, e.g., location is empty or non-existent,
no forwarding address; or, (3) two or more returned letters or
written notices sent by ARC to Agent's address of record.

F. TEMPORARY CLOSURE

1. In the event of a situation beyond the Agent's control, e.g., fire,
flood, illness, ARC may, upon written request by the Agent, permit the
Agent to temporarily close its authorized agency location(s), for a
period not to exceed 30 days. The Agent's request must be made within 10
days of the closure of the agency location. If circumstances warrant, ARC
may approve a request for temporary closure which exceeds 30 days. All
requests for temporary closure must be in the form prescribed by ARC and
approved by ARC in writing. ARC's approval shall state the temporary
closure time period. ARC shall not unreasonably deny any request for
temporary closure of an authorized agency location, and the Agent may
request the Travel Agent Arbiter to review any such denial.

2. The Agent's bond or letter of credit shall remain in full force and
effect. Agent shall, in accordance with section Vlil of this agreement,
continue to submit weekly sales reports reflecting "no sales" when the
agency location is temporarily closed unless ARC has removed all ARC
traffic documents and carrier identification plates from the Agent during
the period of closure, and notified the carriers and system providers
that issuance of ARC traffic documents is prohibited.

3. ARC shall notify the carriers and the system providers of the temporary
closure of the Agent's authorized location(s), directing that the system
providers inhibit the transmission of ticketing records for the printing
of such onto ARC traffic documents (paper format) by such Agents, and
prohibiting the use of ARC traffic document numbers by system providers
for the issuance of ARC traffic documents (electronic format) on behalf
of such Agent. When the location(s) are reopened, the carriers and the
system providers shall be notified.

4. If the agent fails to reopen within the time period approved by ARC, the
agreement with the closed location(s) will be terminated, following 10
days advance notice to the Agent, and ARC shall notify the carriers and
the system providers, accordingly.

SECTION XXI: REDUCED RATE TRANSPORTATION FOR AGENT

The provision of free or reduced rate transportation by a carrier to the Agent
and its employees shall be in accordance with such terms, rules and regulations
as the carrier shall establish.

SECTION XXII: REMUNERATION OF AGENTS

The remuneration paid the Agent for the sale of air transportation shall be that
established by the carrier, or shall be such as may be mutually agreed between
the carrier and the Agent, and is not provided herein.

SECTION XXIII: TRAVEL AGENT ARBITER

Disputes between the Agent and ARC shall be resolved by the Arbiter in
accordance with the rules and procedures promulgated and published by the
Arbiter and the decision of the Arbiter shall be final and binding; provided,
however, that neither the Agent nor ARC is precluded from seeking judicial
relief to enforce a decision of the Arbiter, or to compel compliance with a
requirement or prohibition of this agreement prior to the filing of an answer in
a proceeding concerning such requirement or prohibition before the Arbiter.

SECTION XXIV: INTERPRETIVE OPINION PROCEDURES

A. The Agent may, by written submission, request from ARC an opinion of the
interpretation or application of an ARC resolution or a provision of an ARC
agreement which may affect travel agents in their role as agents for carrier
parties to the ARC carrier services agreement. The following guidelines will
apply to such a request:

1. ARC must answer the request within fifteen (15) days of its receipt;

2. The opinion shall relate only to the Agent and the specific question(s)
raised in the request; and

3. Unless the Agent seeks appeal of the opinion as hereinafter provided,
the request and opinion shall not be circulated to any other person.

B. The Agent seeking appeal of an opinion rendered above may by written
submission to ARC, place on the agenda of the next ARC Board of Directors
meeting, a request for the review of the opinion. The Board's decision shall
be reported in the Minutes of the meeting, and a copy of the decision shall
be promptly provided to the Agent.

SECTION XXV: MEMORANDUM OF AGREEMENT AND ALTERNATIVE
MEANS OF AGENT CONCURRENCE

ARC may prepare a memorandum of agreement, execution of which binds ARC and
the Agent, and the carriers appointing the Agent, to the terms and
conditions of this agreement. The memorandum of agreement shall be executed
in duplicate. The Agent's copy shall be attached to its copy of this

agreement and the second copy will be returned to, and retained by, ARC.
Alternatively, the Agent's concurrence in the terms and conditions of this
agreement may be obtained through an electronic signature; may be deemed to
have occurred upon the Agent's performance under the agreement, following
advance notice, as of a fixed date; or, may be obtained or deemed to have
occurred by any other means adopted by the ARC Board of Directors, such as
via the entry of an electronic personal identification number (PIN), which
means is performed by the Agent area such adoption.

SECTION XXVI: AMENDMENT OF THIS AGREEMENT

A. ARC, in discharging the responsibility of notice, will submit each future
amendment to this agreement to the Agent not less than forty-five days prior
to the effective date of the amendment, unless otherwise specified.

In the event that, immediately prior to the effectiveness of the amendment,
this agreement is at that time subject to termination in accordance with its
terms, this agreement shall remain subject to such termination, without
regard to whether the amendment alters any provision of this agreement
related to the basis for the termination.

B. If ARC does not receive an executed amendment by the effective date thereof
or the Agent's concurrence in the Agreement cannot be demonstrated, ARC may
remove the Agent from the agency list and terminate this agreement with the
Agent. Thereupon, ARC shall notify the carriers and, also, the system
providers that the issuance of ARC traffic documents is prohibited.

SECTION XXVII: ASSURANCE OF NONDISCRIMINATION
(EFFECTIVE ONLY AS BETWEEN THE AGENT AND EACH U.S. CARRIER;
NOT EFFECTIVE AS BETWEEN THE AGENT AND ARC, ITSELF).

In accordance with the Air Carrier Access Act of 1986 and 14 C.F.R. Part 382,
the Agent shall not discriminate on the basis of handicap in performing services
for air carriers subject to said Act, and the Agent shall comply with directives
of the air carrier Complaints Resolution Officials issued pursuant to 14 C.F.R.
Part 383.

SECTION XXVIII: EFFECTIVENESS

A. This agreement shall become effective as between the Agent and ARC on the
date stated on the memorandum of agreement.

B. This agreement shall be effective as between the Agent and each carrier
which has, or hereafter may have, issued an appointment to the Agent. This
agreement shall have the same force and effect between the carrier and the
Agent as though they were both named in, and had subscribed their names to,
the memorandum on the date appearing thereon.

SECTION XXIX: TERMINATION

A. This agreement may be terminated as between the Agent and ARC, and between
the Agent and all carriers jointly, at any time by notice from the Agent to
ARC, subject to a full and complete accounting. This agreement may be
terminated as between ARC and the Agent in accordance with this agreement by
notice in writing from ARC to the Agent.

B. Whenever under the terms of this agreement ARC is required to remove the
Agent or its branch location from the agency list, ARC will terminate this
agreement with respect to the Agent or location, respectively.

C. Upon termination as between the Agent and ARC, and between the Agent and all
carriers jointly, all unused ARC traffic documents (paper format) and
airline identification plates shall be immediately

returned, together with all monies due and payable to the carriers
hereunder, and a complete and satisfactory accounting rendered. ARC may
designate a representative to remove all ARC traffic documents (paper
format) and airline identification plates from the Agent.

ISR LOCATIONS

In addition to the above, upon termination as between the Agent and ARC, and
between the Agent and all carriers jointly. the Agent must return to ARC all
supporting documents as listed in section XIV, above, which are less than or
equal to two years of age as of the date of termination, such age to be
calculated from the ending date of the report period during which the
transaction evidenced by the supporting documents occurred. ARC may
designate a representative to remove all ARC traffic documents (paper
format) and airline identification plates from the Agent.

ISR AND POSTAL LOCATIONS

D. Whenever this agreement is terminated pursuant to paragraph A or B above, ARC
shall notify all carriers and advise them of the effective date thereof. ARC
shall also notify the system providers that the issuance of ARC traffic
documents, whether in paper or electronic format, is prohibited.
Additionally, the Agent shall cease any and all use of its code number(s)
for purposes related to the issuance of ARC traffic documents.

E. A carrier appointment may be terminated as between the Agent and any
individual carrier at any time by notice in writing from one to the other.
If a carrier which issues specific certificates of appointment under section
V hereof, elects to terminate its appointment of the Agent, it shall notify
the Agent of the termination of the certificate of appointment. A carrier
which has deposited with ARC a concurrence for appointment of all agents may
terminate its appointment of the Agent by notifying the Agent by certified
mail, with a copy to ARC's Agency Accreditation Services, such notice to be
distributed by ARC to all carrier participants, that the Agent shall not
represent that carrier. ARC shall also notify the system providers that the
Agent's agreement with the Xxxxxx. is terminated. The system providers shall
inhibit the printing of ARC traffic documents validated with such carrier's
identifier as well the generation of such ARC traffic documents in an
electronic format. Upon receipt of notice from a carrier that the
termination of the Agent's agreement has been rescinded or revoked, ARC
shall so notify the carriers and the system providers.

F. Termination shall take effect immediately upon receipt of notice, or upon
the date indicated therein, whichever shall be later, subject to the
fulfillment by each of the parties of all obligations accrued prior to the
effective date of such termination.

G. ARC shall be considered a real party in interest in any cause of action,
suit, or arbitration (hereinafter collectively "action") to enforce the
terms of this agreement, including any action brought by ARC, after the
termination of this agreement by ARC or the Agent, to collect amounts due
the carriers by the Agent.

SECTION XXX: OTHER AGREEMENTS SUPERSEDED

This agreement shall supersede any and all prior agreements between the Agent
and any carrier party to the Carrier Services Agreement concerning the issuance
of ARC traffic documents for such party, including the Air Traffic Conference of
America Passenger Sales Agency Agreement, except with respect to rights and
liabilities thereunder existing at the date hereof.

SECTION XXXI: CHOICE OF LAW

This Agreement shall be construed in accordance with, and governed by, the laws
of the Commonwealth of Virginia.

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